As filed with the Securities and Exchange Commission on January 14, 2020

Registration No. 333-      

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


ArTara Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware

 

20-4580525

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

1 Little West 12th Street

New York, New York 10014

(Address of Principal Executive Offices) (Zip Code)


Proteon Therapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan, as amended

ArTara Subsidiary, Inc. 2017 Equity Incentive Plan

(Full title of the plans)

Jesse Shefferman

President and Chief Executive Officer

ArTara Therapeutics, Inc.

1 Little West 12th Street

New York, New York 10014

(Name and address of agent for service)

(646) 844-0337

(Telephone number, including area code, of agent for service)


Copies to:

Jesse Shefferman

 

Ryan S. Sansom, Esq.

ArTara Therapeutics, Inc.

 

Karen E. Deschaine, Esq.

1 Little West 12th Street

 

Cooley LLP

New York, New York 10014

 

4401 Eastgate Mall

(646) 844-0337

 

San Diego, California 92121

(858) 550-6000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

x

 

 

Emerging growth company

x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of Securities
to be Registered

 

Amount to be
Registered (3)

 

Proposed Maximum
Offering
Price per Share (4)

 

Proposed Maximum
Aggregate
Offering Price (4)

 

Amount of
Registration Fee

 

Common Stock (par value $0.001 per share), under the Proteon Plan (1)

 

1,048,300 shares

 

$

25.62

 

$

23,058,052

(5)

$

2,993

(5)

Common Stock (par value $0.001 per share), under the ArTara Plan (2)

 

219,699 shares

 

$

25.62

 

$

5,628,689

 

$

731

 

Total

 

1,119,701 shares(5)

 

——

 

$

28,686,741

 

$

3,724

 

(1)                                  Represents (i) 900,002 shares of the registrant’s Common Stock (the “Common Stock”) added to the shares authorized for issuance under the Proteon Therapeutics, Inc. Amended and Restated 2014 Equity Incentive Plan, as amended (the “Proteon Plan”) pursuant to an amendment to such Proteon Plan approved by the registrant’s stockholders at a special meeting of the registrant’s stockholders held on January 9, 2020 and (ii) 148,298 shares of Common Stock previously registered by the registrant pursuant to the Proteon Plan on Form S-8s filed with the Securities and Exchange Commission (the “SEC”) on November 25, 2014 (File No. 333-200587), January 4, 2018 (File No. 333-222415) and January 3, 2019 (File No. 333-229123) (collectively, the “Prior Form S-8s”). This Registration Statement is also intended to consolidate in one place the registration of 148,298 shares of the registrant’s Common Stock that were previously registered for offer and sale on the Prior Form S-8s.  All share numbers give effect to the 40:1 reverse stock split of the registrant’s Common Stock that occurred on January 9, 2020.

(2)                                  Represents 219,699 shares of Common Stock reserved for issuance upon exercise of outstanding stock options granted under the ArTara Subsidiary, Inc. 2017 Equity Incentive Plan (the “ArTara Plan”), which was assumed by the registrant.  No additional awards will be made under the ArTara Plan.

(3)                                  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s Common Stock that become issuable under the Proteon Plan or the ArTara Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(4)                                  This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee.  The price per share and aggregate offering price are based upon the average of the high and low prices of the registrant’s Common Stock on January 13, 2020, as reported on the Nasdaq Capital Market.

(5)                                  The registrant previously paid the registration fee for the 148,298 shares of the registrant’s Common Stock that were previously registered for offer and sale on the Prior Form S-8s and therefore, such shares are not included in the calculations of the proposed aggregate offering price or the amount of registration fee.

 

 

 


 

EXPLANATORY NOTE

 

On January 9, 2020, the Delaware corporation formerly known as “Proteon Therapeutics, Inc.” completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of September 23, 2019, as amended by Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated November 19, 2019 (the “Merger Agreement”), by and among Proteon Therapeutics, Inc. (“Proteon”), ArTara Subsidiary, Inc. (“ArTara”) and REM 1 Acquisition, Inc., a wholly-owned subsidiary of Proteon (“Merger Sub”), pursuant to which Merger Sub merged with and into ArTara, with ArTara surviving the merger as a wholly-owned subsidiary of Proteon (the “Merger”). Additionally, on January 9, 2020, immediately prior to the completion of the Merger, the Company changed its name from “Proteon Therapeutics, Inc.” to “ArTara Therapeutics, Inc.” (the “Company” or the “registrant”). In connection with the Merger, Proteon assumed the ArTara Plan and all outstanding options granted pursuant to the ArTara Plan in accordance with the terms of the ArTara Plan, which in the aggregate total stock awards for 219,699 shares of Common Stock.

 

This Registration Statement is being filed for the purpose of registering 900,002 shares of Common Stock added to the shares authorized for issuance under the Proteon Plan pursuant to an amendment to such plan approved by the registrant’s stockholders at a special meeting of the registrant’s stockholders held on January 9, 2020.  In addition, as indicated above, Proteon previously filed the Prior Form S-8s relating to the Proteon Plan, the contents of which are incorporated herein by reference.  This Registration Statement is also intended to consolidate in one place the registration of 148,298 shares of Common Stock that were previously registered for offer and sale on the Prior Form S-8s.

 

2


 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

ITEM 1.                 PLAN INFORMATION.

 

Not required to be filed with this Registration Statement.

 

ITEM 2.                 REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

 

Not required to be filed with this Registration Statement.

 

3


 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.                 INCORPORATION OF DOCUMENTS BY REFERENCE.

 

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective.  The Registrant previously registered shares of its Common Stock for issuance under the Proteon Plan under Registration Statements on Form S-8 filed with the SEC on November 25, 2014 (File No. 333-200587), January 4, 2018 (File No. 333-222415) and January 3, 2019 (File No. 333-229123).  Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

 

The registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the registrant with the SEC (other than portions of Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits related to such items or other portions of documents filed with the SEC which furnished, but not filed, pursuant to applicable rules promulgated by the SEC):

 

·                  the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2019, as amended on April 12, 2019;

·                  the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 8, 2019, August 7, 2019 and October 31, 2019 for the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, respectively;

·                  the Company’s prospectus filed with the SEC on December 19, 2019 pursuant to Rule 424(b)(3) under the Securities Act;

·                  the Company’s Current Reports on Form 8-K filed with the SEC on April 15, 2019, May 15, 2019, August 15, 2019, September 23, 2019, September 24, 2019 (two filing), October 2, 2019, October 10, 2019, November 21, 2019, December 23, 2019, December 31, 2019 and January 10, 2020; and

·                  the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-36694) filed with the SEC on October 16, 2014 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

 

In addition, all reports and other documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.

 

ITEM 4.                 DESCRIPTION OF SECURITIES.

 

Not applicable.

 

ITEM 5.                 INTERESTS OF NAMED EXPERTS AND COUNSEL.

 

Not applicable.

 

4


 

ITEM 6.                 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

The Company is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.  The Company’s sixth amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides for indemnification of its directors and officers, to the maximum extent permitted by the DGCL.  In addition, the Company maintains a policy providing directors’ and officers’ liability insurance.

 

Section 102 of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability:

 

·                  for any breach of the director’s duty of loyalty to the corporation or its stockholders;

·                  for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

·                  for acts related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or

·                  for any transaction from which the director derived an improper personal benefit.

 

The Company’s second amended and restated bylaws and Certificate of Incorporation include the right to advancement of expenses; provided, however, that if required by the DGCL, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such indemnitee is not entitled to indemnification for such expenses.

 

ITEM 7.                 EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

5


 

ITEM 8.                 EXHIBITS.

 

Exhibit
Number

 

Description

 

 

 

 

4.1

 

 

Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2014).

 

 

 

 

4.2

 

 

Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

 

 

 

 

4.3

 

 

Certificate of Designation of Preferences, Rights and Limitations of Series 1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

 

 

 

 

4.4

 

 

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 3, 2017).

 

 

 

 

4.5

 

 

Fifth Amended and Restated Investors’ Rights Agreement, dated as of June 22, 2017 by and among the Registrant and the stockholders party thereto (incorporated by reference to Exhibit 4.18 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 23, 2017).

 

 

 

 

4.6

 

 

Registration Rights Agreement, dated as of August 2, 2017, by and among the Registrant and the investors party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 3, 2017).

 

 

 

 

4.7

 

 

Registration Rights Agreement, dated as of September 23, 2019, by and among the Registrant and the institutional investors named therein (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 24, 2019).

 

 

 

 

4.8

 

 

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

 

 

 

 

4.9

 

 

Certificate of Merger.

 

 

 

 

5.1

 

 

Opinion of Cooley LLP.

 

 

 

 

23.1

 

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

23.2

 

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

23.3

 

 

Consent of Cooley LLP (included in Exhibit 5.1).

 

 

 

 

24.1

 

 

Power of Attorney (included on signature page).

 

 

 

 

99.1

 

 

Amended and Restated 2014 Equity Incentive Plan of the Registrant, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

 

 

 

 

99.2

 

 

Forms of Stock Option Agreement and Option Exercise Form under the Amended and Restated 2014 Equity Incentive Plan of the Registrant, as amended.

 

 

 

 

99.3

 

 

2017 Equity Incentive Plan of ArTara Subsidiary, Inc. (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2020).

 

6


 

ITEM 9.                 UNDERTAKINGS.

 

1.                                     The undersigned registrant hereby undertakes:

 

(a)                                To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)                                                                                    To include any prospectus required by Section 10(a)(3) of the Securities Act.

 

(ii)                                                                                To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii)                                                                            To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

(b)                                That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)                                 To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

2.                                      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.                                     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

7


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on January 14, 2020.

 

 

 

ARTARA THERAPEUTICS, INC.

 

 

 

 

 

 

 

By:

/s/ Jesse Shefferman

 

 

Jesse Shefferman

 

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jesse Shefferman as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ Jesse Shefferman

 

President and Chief Executive Officer and Director

 

January 14, 2020

Jesse Shefferman

 

(Principal Executive, Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Luke Beshar

 

Chairman of the Board of Directors

 

January 14, 2020

Luke Beshar

 

 

 

 

 

 

 

 

 

/s/ Scott Braunstein, M.D.

 

Director

 

January 14, 2020

Scott Braunstein, M.D.

 

 

 

 

 

 

 

 

 

/s/ Roger Garceau, M.D.

 

Director

 

January 14, 2020

Roger Garceau, M.D.

 

 

 

 

 

 

 

 

 

/s/ Richard Levy, M.D.

 

Director

 

January 14, 2020

Richard Levy, M.D.

 

 

 

 

 

 

 

 

 

/s/ Gregory P. Sargen

 

Director

 

January 14, 2020

Gregory P. Sargen

 

 

 

 

 

 

 

 

 

/s/ Michael Solomon, Ph.D.

 

Director

 

January 14, 2020

Michael Solomon, Ph.D.

 

 

 

 

 

8


Proteon Therapeutics (NASDAQ:PRTO)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Proteon Therapeutics Charts.
Proteon Therapeutics (NASDAQ:PRTO)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Proteon Therapeutics Charts.